Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-014
Sichuan Development Lomon Co.Ltd(002312)
Announcement on the proposed signing of custody agreement and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company" or " Sichuan Development Lomon Co.Ltd(002312) ") intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Chuanfa mining") and Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") to purchase 80% and 20% of the equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") held by them respectively, In order to accelerate the integration of Tianrui mining into the company as soon as possible, form the synergy between mineral resources and chemical industry, promote the solution of the company's potential horizontal competition problems, and protect the legitimate rights and interests of the company and other shareholders, the company plans to cooperate with Chuanfa mining Tianrui mining signed the custody agreement between Sichuan Development Mining Group Co., Ltd., Sichuan development Tianrui Mining Co., Ltd. and Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the "custody agreement"). The details are as follows:
1、 Overview of related party transactions
1. The 14th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors considered and adopted the proposal on the proposed signing of custody agreement and related party transactions. The related party transactions have been approved by the independent directors in advance. When considering the transactions, the independent directors expressed their consent, and the related directors, Mr. Mao Fei Ms. Cao Yanhui, a related supervisor, avoided voting, and the proposal was unanimously considered and adopted by all non related directors and supervisors. The resolution procedures comply with the provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the articles of association.
2. Description of related party transactions: Chuanfa mining holds 21.88% of the equity of the company and is the controlling shareholder of the company. Chuanfa mining holds 80% of the equity of Tianrui mining. According to paragraphs (I) and (II) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Chuanfa mining and Tianrui mining are related legal persons of the company, and this transaction constitutes a related party transaction.
The related party who has an interest in the related party transaction will withdraw from voting.
2、 Basic information of counterparty
（1） Chuanfa mining
1. Company name: Sichuan Development Mining Group Co., Ltd
2. Registered capital: RMB 300 million
3. Legal representative: Wang Zhiyuan
4. Date of establishment: January 19, 2016
5. Registered address: No. 3101, floor 31, unit 2, building 1, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan
6. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
7. Unified social credit Code: 91510000ma61y06tx3
8. Business scope: licensed projects: Mining of mineral resources (non coal mines) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: beneficiation; Metal ore sales; Sales of non-metallic minerals and products; Engineering and technical research and test development; Engaging in investment activities with its own funds; Asset management services invested by self owned funds (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
9. Equity structure: Sichuan development (holding) Co., Ltd. holds 100% equity of Chuanfa mining, and its actual controller is the state owned assets supervision and Administration Commission of Sichuan provincial government.
10. Financial status: as of December 31, 2020, the total assets of Chuanfa mining industry were 3234297900 yuan, the total liabilities were 1403145400 yuan, and the net assets were 1831152500 yuan. From January to December 2020, the operating income was 252804700 yuan and the net profit was -4658600 yuan. (the above data have been audited)
As of September 30, 2021, the total assets of Chuanfa mining are 15073931900 yuan, the total liabilities are 5395994400 yuan, and the net assets are 9677937600 yuan. From January to September 2021, the operating revenue is 3652669100 yuan and the net profit is 790217400 yuan. (the above data has not been audited)
11. Description of related relationship: Chuanfa mining holds 21.88% of the equity of the company and is the controlling shareholder of the company. According to paragraph (I) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Chuanfa mining is the related legal person of the company.
12. The related party Chuanfa mining is a legal entity incorporated and existing according to law, with normal operation, good financial status and credit standing, and good performance ability. At present, there is no possibility of causing bad debts or affecting the development of the company; Upon inquiry, Chuanfa mining does not belong to the dishonest executee. (II) Tianrui mining (entrusted object)
1. Company name: Sichuan development Tianrui Mining Co., Ltd
2. Registered capital: RMB 1150 million
3. Legal representative: Duan Feng
4. Date of establishment: October 27, 2008
5. Registered address: group 1, xinigou village, gaozhuoying Township, Mabian Yi Autonomous County
6. Enterprise type: limited liability company (state-owned holding)
7. Unified social credit Code: 91511133680432447r
8. Business scope: Phosphate mining, beneficiation, sales and trade; Mining and sales of accessories accompanying phosphate rock mining; Mining investment; Mining and sales of building materials; Machinery leasing; Road transportation of ordinary goods (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
9. Equity structure: Chuanfa mining holds 80% of Tianrui mining and Sichuan salt holds 20%.
10. Description of association relationship: Chuanfa mining holds 21.88% of the equity of the company and is the controlling shareholder of the company. Chuanfa mining holds 80% of the equity of Tianrui mining. According to paragraph (II) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Tianrui mining is an associated legal person of the company.
11. Business introduction: Tianrui mining has phosphate rock reserves of about 95.97 million tons. At present, the main business of Tianrui mining is the mining, beneficiation and sales of phosphate rock.
12. Financial data: as of December 31, 2020, the total assets of Tianrui mining were 171.15845 million yuan, the total liabilities were 64.2165 million yuan, and the net assets were 106.9458 million yuan. From January to December 2020, the operating revenue was 23.5247 million yuan and the net profit was 12.8341 million yuan. (the above data have been audited)
As of September 30, 2021, the total assets of Tianrui mining are 1572648500 yuan, the total liabilities are 71955300 yuan, and the net assets are 853095400 yuan. From January to September 2021, the operating revenue is 145.4153 million yuan and the net profit is - 217.037 million yuan.
(the above data have been audited)
13. After inquiry, Tianrui mining does not belong to the dishonest executee.
4、 Pricing policy and basis of related party transactions
This connected transaction follows the principles of objectivity, fairness, equality and voluntariness. The transaction price is determined through consultation with Chuanfa mining and Tianrui mining according to the relevant expenses incurred by the company's entrusted management. There is no damage to the interests of the company and non connected shareholders.
5、 Main contents of escrow agreement
Party A: Sichuan development Tianrui Mining Co., Ltd
Party B: Sichuan Development Lomon Co.Ltd(002312)
Party C: Sichuan Development Mining Group Co., Ltd
(I) entrusted management matters
Party A has the right to manage daily production, technical transformation and expansion, safety and environmental protection.
(II) division of management responsibilities
1. Tianrui mining
(1) Perform necessary decision-making processes for entrusted matters in accordance with laws and regulations, state-owned assets regulations, articles of association and systems.
(2) Undertake the main responsibility of safety and environmental protection according to law.
2. Sichuan Development Lomon Co.Ltd(002312)
(1) The entrusted matters shall be managed in accordance with the internal rules and regulations of Sichuan Development Lomon Co.Ltd(002312) .
(2) Arrange the division of labor of Tianrui mining personnel related to the entrusted matters.
(3) Be responsible for the safety and environmental protection management of Tianrui mining, and bear corresponding management responsibilities.
(4) Issue the operation and management proposal stamped with its official seal for the matters that need to be decided by the shareholders' meeting or the board of directors of Tianrui mining in the custody.
(5) Put forward suggestions on the personnel that Tianrui mining should be managed by Chuanfa mining and its superior units.
3. Chuanfa mining
(1) The entrusted matters will no longer be managed in accordance with the internal rules and regulations of Chuanfa mining.
(2) Refer to the operation and management proposal of Sichuan Development Lomon Co.Ltd(002312) to exercise shareholders' rights and perform shareholders' obligations on entrusted matters in accordance with laws and regulations.
(3) Referring to Sichuan Development Lomon Co.Ltd(002312) relevant suggestions, the personnel of Tianrui mining managed by Chuanfa mining and its superior units shall be approved according to the process.
(III) entrusted management period
The term of entrusted management shall be from the date of signing this agreement to the earlier of one year after the custody agreement is deliberated and approved by the general meeting of shareholders of Party B or the date when Party B becomes the controlling shareholder of Party A (the date of completion of the change of industrial and commercial registration). (IV) custody fee and settlement method
1. In view of the lack of similar government pricing or government guidance price and comparable independent third-party market price in this custody, with reference to the proportion of custody price of other listed companies in the total Custody Assets and in combination with this custody, the parties agree that the annual entrusted management fee is RMB 368000.
2. If Party B appoints resident personnel to Party A for entrusted management, all actual labor expenses (including but not limited to wages, social security, office, travel and other expenses) and employment risks incurred by such personnel shall be borne by Party B.
3. Party A shall bear and pay the custody fee, and pay the custody fee of the current year at the end of each year. If it is less than one year, it shall be calculated according to the actual days.
(V) commitment and guarantee
1. Within the custody period agreed in this agreement, Party B shall exercise the right to manage the entrusted matters of Party A in accordance with this agreement. Under normal business conditions, Party C, as a shareholder of Party A, shall not interfere with the specific matters within the entrusted management scope of Party B.
2. Party C promises that the equity held by Party A is its real capital contribution, is its legally owned equity, and has the full right to dispose of it.
3. Party A guarantees to pay the entrusted management fee to Party B on time and ensure that the source of funds is legal.
4. Party B promises to earnestly perform its management responsibilities according to the entrusted authority of Party A, give full play to the advantages of professional management and try its best to improve the operating efficiency of Party A.
5. Each party undertakes that it has completed the necessary internal approval procedures for the signing of this agreement, and the legal representative or authorized representative signing this Agreement on its behalf has full qualification and authorization to sign this Agreement on its behalf.
(VI) liability for breach of contract
1. Each party shall actively perform all obligations agreed in this agreement. In case of violation of this agreement, it shall bear corresponding liabilities for breach of contract according to law.
2. If this agreement cannot be performed or fully performed due to the fault of one party, the fault party shall bear the losses caused to the other party.
6、 Purpose of transaction and impact on Listed Companies
This entrusted management can form the synergy between mineral resources and chemical industry, give full play to the synergy between the management of both parties, and promote the solution of the company's potential horizontal competition problems. This connected transaction will not have a significant impact on the company's financial status and operating results, and will not damage the interests of the company and minority shareholders. The subject company entrusted to management is only the management right and is not included in the scope of the company's consolidated statements.
7、 Accumulated various related party transactions with the related party
From January 1, 2021 to September 30, 2021, the accumulated amount of various related party transactions between the company and the transaction object is 167.5504 million yuan.
8、 Prior approval and independent opinions of independent directors
(I) prior approval
The company has explained to us the signing of the custody agreement and related party transactions, provided relevant materials and conducted necessary communication before the convening of the board of directors. The entrusted management is necessary and reasonable to avoid potential horizontal competition problems of the company. The transaction is carried out on the basis of normal commercial transaction conditions, There is no damage to the interests of the company and its shareholders, especially minority shareholders. We agree to submit the signing of the custody agreement and related party transactions to the 14th meeting of the 6th board of directors of the company for deliberation, and interested related directors shall withdraw during the voting of the board of directors.
(II) independent opinions
1. Before submitting the signed custody agreement and related party transactions to the board of directors for deliberation, the opinions of independent directors have been solicited in advance, and it is agreed to submit the proposal to the 14th meeting of the sixth board of directors for deliberation.
2. The signing of the custody agreement by the company is based on the needs of the operation and management of both parties to the transaction. The transaction price conforms to the principle of fair, open and fair market transaction pricing, and conforms to the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. There is no situation that damages the interests of the company and minority shareholders.
3. During the deliberation of the proposal, the deliberation procedures were legal and effective, the connected directors avoided voting, and the deliberation and voting procedures of connected transactions were in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association. In conclusion, we agree to sign the custody agreement and submit the proposal to the general meeting of shareholders for deliberation. 9、 Documents for future reference
1. Resolutions of the 14th meeting of the 6th board of directors of the company;
2. Resolutions of the 11th meeting of the 6th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 14th meeting of the sixth board of directors;
4. Independent opinions of independent directors on matters related to the 14th meeting of the 6th board of directors.
It is hereby announced.
Sichuan Development Lomon Co.Ltd(002312) board of directors January 14, 2002
